Company Secretary

Company Secretary

Q.No.01:

What is company secretary? Describe role of company secretary a company?

Ans. of Q.No.-1 :

Company Secretary:

A company secretary is a senior position in a private sector company or public sector organization, normally in the form of a managerial position or above. The company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory or regulatory requirements and for ensuring that decisions of the board of director are implemented.

The Role of company secretary:

The role of company secretary is to guide corporate growth through good governance ,thus company secretary’s role is in the following matters :

1. Corporate Laws
2. Corporate Governance
3. Corporate administration
4. Board and shareholders meeting
5. Corporate compliance management
6. Stake holders relationship
7. IPO,ADRs ,IGDR s
8. Capital Market ,Stock exchange & listing agreement
9. Marge and administration
10. Inside trading & Take over
11. Representation
12. Arbitration & reconciliation
13. Direct and indirect Taxes
14. Investor education and protection
    
    
    Q.No.02:
    What Qualification of a company secretary?
    
    
    Ans. to the Q.No.02:
    
    
    Qualification of a company secretary:
    The secretary of the company must be well educated and trained in order to should the responsibilities of his position successfully .Specifically he should have the following qualifications:

1. Professional Qualifications :

• High level of proficiency in both English and Bengali
• Excellent communication ability
• Capability of organization the office efficiently and directing and controlling his subordinates effectively .
• Sound knowledge about company law ,BSEC Laws ,DSE/CES listing regulation and gazette notification of BSEC etc.
• Knowledge about accounting system and Book of Accounts.
• Knowledge about various of meeting
• Knowledge about business technique of company
• Update his knowledge about current affairs.

1. Personal Qualification :

1. Company Secretary must have

• High sense of duty and responsibility
• Loyal to his Superior
• Diligent & Hard working

1. Company secretary maintain liaison between directors shareholders, employee, supplier, customers, regulatory authorities and general public.
2. Capabilities to understand people and pleasant temperament to deal successfully with them.
3. Must be a man of decision and energy.
4. Able to exercise self control and effective control on his sub-ordinates.
   Q.No.03:
   What duties of company secretary?
   
   
   Ans. to the Q.No.03:
   Duties of company secretary:

1. Protect and safeguard interest of the company at the level of legal, statutory, administrative, and arbitrational and other policy matter.
2. Convince a board or shareholders meeting in time.
3. Sign notice of such meeting
4. Watch that the notice are dispatched properly and timely
5. Send the annual and half yearly accounts of shareholders
6. Confirmed the quorum requisites of meeting
7. Prepare minutes of the meeting timely and correctly
8. Overview that the various deeds, contracts and agreement properly formed, worked, terminologically in order.
9. Prepare the allotment list, process of share transfer instrument and point or make out the definite share certificate for approval of the board.
   Q.No.04:
   Discuss responsibilities & Liabilities of company secretary
   
   
   Ans. to Q. No.04 :
   
   
   Responsibilities of company secretary:

1. Company secretary is responsible personally and con currently with the company for any lapse, frauds and wrong doing in the employment.
2. He is responsible to :

1. Maintain strict secretary of the affairs and every matters of the company.
2. Maintain a statutory time requisite for circulation of notice of shareholders meeting.
3. File various statutory return in due time.
4. Maintain various statutory registrars.
   Liabilities of company secretary

1. Submit the statutory report (When required )
2. Hold annual general meeting
3. File the annual list of members of and summery of the share capital
4. Issue dividend warrants bonus share certificate and arrangement of disclose of fractional shares.
5. Record proceedings of meeting and maintain the minute’s book.
6. Make arrangement for inspection of minutes and provide copies if required by number.
7. Comply with requirements to

• Print and affair the companies name and address outside officer
• Make out rubber stamp
• Embossed common seal

1. Arrange audit of accounts and prepare accounts as per statue
2. Arrange income tax return file every year.
   
   
   Rights of company secretary:
   The rights of the secretary in relation to the company depend primarily on his contract with the company .Speaking generally; a company secretary enjoys the following rights.

1. To superintend, direct and control office work at the registered office of the company.
2. To do all such acts as authorized by directors
3. To issues testimonials to employees on behalf of the company
4. To sign the processing of company meeting end other documents on behalf of the company, which do not required common seal.
5. To get his remuneration
   Q.No.05:
   Whether a public limited company can be run without a secretary?
   
   
   Ans. to Q.No.05:
   The company law does not say anything about the appointment of the secretary, But the promoter appoints first secretary before incorporation. In such a case, the appointment of the secretary should be confirmed at the first meeting of the board of directors. Company secretary the spokesman of the board of director, He deals with chairman, board of directors, shareholders, employee and outsides Such as customers, suppliers and creditors etc. His position is just below that of a director.
   So, in conclusions we can say that through it is not clearly mention in the company law about the secretary but absence of him a public limited company cannot be run. Promoters or a director has to play the role of company secretary.
   
   
   Q.No.06:
   A company secretary is an important person in the management of a PLC ,Discuss.
   
   
   Ans. to the Q.No.06
   
   
   Company Secretary:
   A company secretary is a senior position in a private sector company or public sector organization, normally in the form of a managerial position or above. The company secretary is responsible for the efficient administration of a company, particularly with regard to ensuring compliance with statutory or regulatory requirements and for ensuring that decisions of the board of director are implemented.
   The Role of company secretary:
   The role of company secretary is to guide corporate growth through good governance, thus company secretary’s role is in the following matters :

1. Corporate Laws
2. Corporate Governance
3. Corporate administration
4. Board and shareholders meeting
5. Corporate compliance management
6. Stake holders relationship
7. IPO,ADRs ,IGDR s
8. Capital Market ,Stock exchange & listing agreement
9. Marge and administration
10. Inside trading & Take over
11. Representation
12. Arbitration & reconciliation
13. Direct and indirect Taxes
14. Investor education and protection

Q.No.07:

What are the duties of CS before during and after ant meeting of the company?

Ans. to the Q.No.07:

1. Before Meeting :
   One of the main task of the secretary is to convince, conduct and conclude meetings of the directors and shareholders, Before the meeting the secretary is :

• Responsible for the smooth conduct of a meeting
• Required to go for the notice, prepare agenda points, circulate them and ensure that they are dispatched properly and timely.
• Required to go for ready necessary paper and documents

1. During meeting :
   During the meeting the secretary is required to go for:

1. Providing the papers and materials that are required at meeting such as:

• A copy of notice of meeting with agenda
• All supporting papers and documents required for agenda
• Draft report with references, notes, information, data to chairman in advance to remind him.
• Chairman report to the members present at meeting

1. Look to adequate accommodation of members and hall or board room which is neat and clean with requisite no. of rights funs, chairs, tables, Nikes and other accessories.
2. Supply of sufficient stationary for use at the meeting
3. Ready of attendance record of the members and ensure that every member puts his signature there. if it is board meeting, ensure about the signature of directors present in the relevant register.

1. After meeting :
   When the meeting is over, the secretary is to see that

1. The paper and other items removed to the place of meeting are carefully taken back.
2. The working note of the meeting and confirmed minutes of the previous meeting are to receive his personal care.

Q. No. 08:

As a company secretary, advise the chairman about the procedures to be followed in the following cases:

• The BOD would like to Pay an interim dividend of @25%
• The company wishes to go for IPO of the 500 cores.

Ans. to Q.No.08:

1. Interim dividend of @25% :

Procedures:

1. Verify AOA that they authorize the director to declare  interim dividend ,if not,after the AOA,
2. Convene board meeting after giving notice to all directors to discuss following matters :

• To decide the record date
• To declare interim dividend

1. Inform the stock exchange about the meeting at least 21 days prior to the board meeting.
2. Open a spate bank account and credit the amount of dividend within 5 days from that of declaration.
3. Make the payment or issue dividend within 30days from the date of declaration.

1. IPO for the 500 cr.:
   Role of secretary

1. Convert in to public if it is private
2. Appointment of manager to the issue
3. Apply to SEC for consent of raising capital.
4. Pre-IPO placement determination
5. Agreement with underwriters
6. Prospectus issue (SEC Approval)
7. Open subscription
8. Lottery
9. Allotment of share
10. Listing with stock exchange

Procedure:

• Drafting of a prospectus
• Sanctioning of capital by the SEC beyond certain limit
• Approval of the prospectus by the SEC
• Filing of the prospectus with the RJSC
• Under writing agreement with the under writers
• Arrangement with bankers and manager to the issue
• Listing with stock exchange
• Publication of prospectus
• Date entry and summation of applications
• Board meeting for consideration of allotment
• Allotment under SEC guidelines, within a time limit
• Refund of excess subscription, if any within a time limit.
• Return of allotment to be submitted with the RJSC with time limit.
• Share certificates are to be issued with a time limit .

Q.No.10:

Describe the functions/duties and responsibilities of a CS in the following cases/Issues ?

Ans. Q.No.10:

1. Listing procedures with stock exchange :

1. The company shall apply direct to the SE
2. The company shall submit the following document along with the application :

• MOA & AOA
• Certificate of commencement of business
• No objection certificate
• Audited accounts (3 years if any )
• Member /Shareholders list together with shareholding position
• VAT and Tax identification number
• Prospectus
• Listing fees (Based on capital )
• Initial fees (1/4^th of 1% of the paid up capital )
• Listing expenses (5000)
• Undertaking

1. Sending prospectus and form to brokers
2. 80% of share issuance certificate to the SE along with refund distribution and request exchange for listing and trading.

Company secretary has to complete the above formalities within such time, So that the exchange can listing the company within 6 weeks from the closing of subscription.

1. Periodic reporting to SEC and Stock Exchange
   The role of company secretary is to ensure that the half yearly financial statement which shall be prepared in the same manner and form as the annual financial statements transmit within 1 (one) month of the class of the first half year to.

• The stock exchange in which its securities are listed
• The securities holders
• The commission

1. Dissemination of price-Sensitive information :
   The duties and responsibilities of the company secretary is to ensure that the corporation disclose a place of PSI or inside information as soon as reasonably practicable when the information has come to the knowledge of an officer if the course of performing his functions as an officer.
   He also ensure that the disclosure made in a manner that can provide for equal, timely and effective access by the public to the PSI disclosed this can be achieved by making disclosure through an electronic Publication system, newspaper ,newsletter ,Business news etc.
   For a stock market to work efficiently and fairly, the company secretary need to release relevant information as soon as it is available, and all those who want to deal in shares should have access to the same information at the same time.
2. Issue right share/Right issue of share :
   Following are the duties and responsibilities of the secretary about the issue of right shares:

• Take steps strictly as per BSEO right issue rules-2006
• Convene a meeting of the board of directors to consider :
  -----Proposal of right issue and terms of issue
  -----Approve the date of closing the register of members and transfer book
  -----To fix up the date, time, place and agenda of meeting,
• Notice of meeting to members
• Passed resolution approving right issue
• Prepare the list of members showing shareholding
• Dispatch letter of right to the member
• Arrangement with the bankers to collect money and acceptance form
• Take steps to dispose of the share
• Issue final allotment letters to the members within 4 weeks from the date of closing of subscription.
• File with the registrar a return of allotment within 60 days of allotment.
• Preparing & issuing share certificate with 90 days from allotment.

1. Share transfer ,Transmission &# verification of signature :

• Share transfer : the secretary must –

• Know the relevant provision of the AOA of share transfer.
• Know on receipt of a proper deed ,duly stamped
• See whether the name, address and occupation of the transferor stated in the deed of transfer and register of member.
• Verify the signature of the transferor.
• See detail information about transferee
• See any alternation in the deed
• Check the register of members to be sure no duplicate share issued.
• Satisfy the transfer under and record same in the transfer register
• See that every the name of transferee is recorded in the register of member and the name of transferor is removed from there .

• Transfer of share :

• Secretary should determine and confirm about the legal representative or heir of the deceased.(Death)
• Secretary should examine the death certificate of deceased.
• Secretary should examine the order of court in case of increase of shareholders
• Increase the bankrupt of shareholders, the secretary should examine the court of court appointing the official receiver.
• The secretary should examine and confirm the process of transfer of share by legal representatives to third party.
• If the secretary is satisfied that all the formalities required in the procedure for transmission of share have been meet, he will convene a meeting of the board of director and pass the necessary resolution .then the secretary will make necessary changes in the share certificate and register of member.

• Verification of signature :
  The company secretary will

• Verify the signature of the transfer with the specimen signature appearing in the records of the company.
• Obtained the signatures of the members attending the meeting and verify the signature with the specimen
• Obtain the signature of the proxy attending in the meeting and verify in the proxy from.

Q.No.06:

A company secretary is an eye within to the board .Do you agree with in the statement? Explain in details.

Ans. to the Q.No.06:

A secretary has to play dual role. As a member of the board he is an agent of the company and a trustee of its funds and properties .On the other hands, as secretary he is a professional and is the principal officer of the company to the safeguard and protect the interest of the company. However whether or not as a director ,the secretary also requires to play an advisory role in the company .In that case ,he should  remember the order of preference in case of any conflict in decisioning  which is that.

• Mgt order cannot go past the board resolution
• Board resolution cannot more beyond members resolution
• Members resolution cannot override the AOA
• Memorandum cannot go beyond the companies act or any other legislation
• Any act cannot surpass the constitution of the country.
  Thus a company secretary is an eyewitness to the Board.
  
  
  Q.No.07:
  
  
  What is the role of a company secretary in case of loss share?
  
  
  Ans. to the Q. No.07:
  
  
  Following are the role /Function /Duties and responsibilities of a company secretary in case of test share :

• Verifies the signature of the shareholder
• Ask for G.D. entry regarding last share
• Ask for paper publication
• Ask for indemnity Bond
• Purchase document /Ownership document
  Secretary recommends the board to issue a duplicate certificate.
  
  
  Q.No.08:
  
  
  Document & return is required to be submit by the company secretary after holding AGM
  
  
  Ans. to the Q.No.08:
  
  
  Following document & return is required at AGM:

• Minutes of agenda of the meeting
• Annual return with BS/PL accounts & resolution update /Add up
• Appointment or reappointment of director & auditor
• Dividend declared document
  To RJSC will 21 days of the meeting.
  
  
  Q.No. 09 :
  Procedure of extension of time of AGM by registrar
  
  
  Ans. to the Q No. 09:
  It the company made an application within 30 days from the expiry date of AGM, the register may extend the period of AGM by the period not exceeding 90 days or 31^st December of the calendar year of AGM ,whichever is earlier ,but not being the first AGM shall be held.